Kee Terms of Service
Welcome to Kee! Please read these Terms of Service (“Terms”) carefully as they contain important information regarding your legal rights, remedies, and obligations.
1.1 Acceptance. By using or continuing to use Kee, you agree that: (1) you understand and intend that these Terms are a legally binding agreement and the equivalent of a signed, written contract; (2) you will use Kee in a manner consistent with applicable laws and regulations and in accordance with the terms and conditions as we may amend them from time to time; and (3) you understand, accept, and acknowledge receipt of these Terms, and acknowledge and accept that you are able to access and view these Terms.
1.2 Non-Acceptance. The only way to establish that you do not accept these terms is to immediately discontinue use of Kee and uninstall Kee from your device. No other method of non-acceptance of these Terms, including by notice delivered to 4Thought in writing, is effective.
2. How Certain Words Are Used in These Terms
2.1 You and Us. A “User” is anyone who accesses Kee for the purposes of utilizing the Services or to assist us with testing. “Users” may be referred to as “Users” or “you” throughout these Terms. When the term “4Thought,” “us,” or “we” is used throughout this document, that refers to 4Thought Studios, Inc., a Delaware corporation with its principal place of business located at 4444 Second Ave., Detroit, MI 48201.
2.2 Mobile Application, Services, and Content. “Kee” refers to the mobile application developed by 4Thought. All of the products, features, offerings, and interfaces offered through the Kee mobile application, including event identification, sharing, and listing are referred to throughout as the “Services.” The material contained in or delivered by Kee or the Services, including information, data, text, design elements, look and feel, formatting, graphics, images, photographs, multimedia files is referred to as “Content.”
2.3 User Content. “User Content” includes information, data, text, editorial content, design elements, look and feel, formatting, graphics, images, photographs, music, sounds, and other content created by a User and uploaded to, transmitted through, or delivered using Kee or the Services.
3. Your Account
We may require you to create an account to access certain features or functions of the Services. You agree to follow certain rules when you create an account with 4Thought or user the Services, including the following:
4. Your License
4.1 We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use our Services solely to browse the Services and search for and view events listed on Kee. Your use of these Services must be in compliance with these Terms and in compliance with all applicable local, state, provincial, national and other laws, rules, and regulations.
4.2 Restrictions on your License. Without limitations on other restrictions, limitations, and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly (1) copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Services; (2) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Services; (3) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated, or otherwise exploit the Services in any unauthorized manner; (4) remove or alter any proprietary notices on the Services; or (5) engage in any activity that interferes with or disrupts the Services.
5. Privacy and Consumer Information
6. Term and Termination
6.1 Term. These Terms apply as soon as you agree to them using Kee or the Services. If these Terms are terminated as allowed below, the terms of this agreement will generally no longer apply, except for those terms that remain applicable under Section 6.3 below.
6.2 Termination. 4Thought may terminate your right to use the Services at any time (1) if you violate or breach these Terms; (2) if you misuse or abuse the Services, or use the Services in a way not intended or permitted by 4Thought; or (3) if allowing you to access and use the Services would violate any applicable local, state, provincial, national and other laws, rules, and regulations or would expose 4Thought to legal liability. 4Thought may choose to stop offering the Services, or any particular portion of the Service, or modify or replace any aspect of the Service, at any time. We will use reasonable efforts to provide you with notice of our termination of your access to the Services, where, in 4Thought's sole discretion, failure to do so would materially prejudice you. You agree that 4Thought will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the Services.
6.3 Applicability After Termination. All provisions of these Terms that by their nature should survive termination of these Terms will survive (including all limitations on liability, releases, indemnification obligations, disclaimers of warranties, agreements to arbitrate, choices of law and judicial forum, and intellectual property protections and licenses).
7. Disclaimer of Warranties and Assumption of Risks by You
To the extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. 4Thought expressly disclaims all warranties of any kind, express or implied, including implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose. For example, 4Thought makes no warranty that (1) the Services (or any portion of the Services) will meet your requirements or expectations; (2) the Services will be uninterrupted, timely, secure, or error-free; or (3) the results that may be obtained from the use of the Services will be accurate or reliable.
You acknowledge that 4Thought has no control over and does not guarantee the quality, safety, accuracy, or legality of any event or Content associated with an event, or the truth and accuracy of any information provided by Users. 4Thought has no responsibility to you for, and hereby disclaims all liability arising from, the acts or omissions of any third parties 4Thought requires to provide the Services.
You understand and agree that some events may carry inherent risk, and by participating in those events, you choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those events
The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, will be limited to the maximum extent permitted by law.
8. Events and Limitation of Liability
8.1 Events. 4Thought does not operate and is not responsible for any of the events listed in Kee. Unless otherwise stated, they are not organized by or on 4Thought’s behalf, and 4Thought makes no representations or warranties regarding those events. 4Thought cannot assist you with regard to any issues you experience when attending or attempting to attend an event. Any complaints regarding an event, including relating to payment made to the event organizer, should be made directly to the event organizer.
8.2 Limited Liability. To the extent permitted by applicable laws, or as otherwise set forth herein, neither 4Thought nor any person or entity associated with 4Thought or 4Thought’s provision of the Services (e.g., an affiliate, vendor, strategic partner, or employee) ("Associated Parties"), will be liable to you or any third party, for any indirect, incidental, special, consequential, punitive, or exemplary damages, including damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if 4Thought or the relevant Associated Parties had been advised of the possibility of such damages).
8.3 Exclusions to Limited Liability. Nothing in these Terms is intended to exclude or limit any condition, warranty, right, or liability which may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.
9. IMPORTANT: BINDING ARBITRATION AND className ACTION WAIVER PROVISIONS
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT className, CONSOLIDATED, OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
9.1 Contact Us First. If you have a question or concern about the Services, please contact us first so that we can try to address and resolve your concerns.
9.2 Agreement to Arbitrate. If an issue cannot be resolved by 4Thought’s customer service team, the parties (you and we) each hereby agree to resolve any and all disputes or claims under these Terms, with respect to the Services, or related to our relationship through binding arbitration or in small claims court (to the extent the claim qualifies) instead of in courts of general jurisdiction, and only on an individual basis. In no event may either we or you seek to resolve a dispute with the other as part of any purported className, consolidated, or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state, or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section 9 is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth in Section 18.9 below.
9.3 Scope of Agreement. This agreement to arbitrate is intended to be broadly interpreted as to legal disputes between you and us. It includes, but is not limited to: (1) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (2) all claims that arose before this or any prior agreement (including claims relating to advertising); and (3) all claims that may arise after termination of these Terms or your use of the Services.
9.4 Exceptions. Notwithstanding this Agreement to arbitrate, either party may (1) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or (2) bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights ("Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights).
9.5 No className Actions
YOU AND 4THOUGHT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF className, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.
9.6 Notice of Dispute. A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to 4Thought must be addressed to the following address ("Notice Address") and must be sent by certified mail: 4Thought Studios, Inc., Attn: Legal Department, 4444 Second Ave., Detroit, MI 48201. Notice to you will be addressed to a mailing, home, or payment address currently on record with 4Thought and must be sent by certified mail. If 4Thought has no records of such physical address, such notice may be delivered to your 4Thought account email address. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If 4Thought and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or 4Thought may commence an arbitration proceeding.
9.7 Arbitration Proceedings. The arbitration will be governed by the Commercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the Consumer Arbitration Rules (in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. All issues in dispute between the parties are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Section 9.
9.8 Location of Arbitration Proceedings. Any arbitration hearings will take place either in Detroit, Michigan or by phone or videoconference, at our discretion and as permitted by the AAA Rules. If the parties are unable to agree on a location, AAA will determine the location. If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose for the arbitration to be conducted solely on the basis of documents submitted to the arbitrator. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.
9.9 Special Severability. In the event that any provisions of this Section 9 are found to be invalid or unenforceable for any dispute or claim, then the entirety of this Section 9 will be null and void with respect to such dispute or claim and Section 18.9 will apply in lieu of this Section 9.
10. Release and Indemnification
10.1 Release. You hereby agree to release 4Thought from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any event listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."
10.2 Indemnification. You agree to defend, indemnify and hold 4Thought and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential, or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator, or otherwise), or investigation made by any third party (each a "Claim") relating to or arising out of: (1) your breach of these Terms (including any terms or agreements or policies incorporated into these Terms); (2) your use of the Services in violation of these Terms or other policies we post or make available; and (3) your breach of any applicable local, state, provincial, national or other law, rule, or regulation, or the rights of any third party. 4Thought will provide notice to you of any such Claim, provided that the failure or delay by 4Thought in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, 4Thought may choose to handle the Claim ourselves, in which case you agree to cooperate with 4Thought in any way we request.
11. Intellectual Property
11.1 Intellectual Property and Copyrights. You agree that all content appearing in Kee may be protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. Any copyrightable material produced by or for 4Thought, including Content produced by or for 4Thought and included in Kee, is owned by Kee and protected by copyright law.
11.2 Trademarks. The trademarks, service marks, and logos of 4Thought, including the trademark “Kee,” (“4Thought Trademarks”) used and displayed with the Services are trademarks or service marks of 4Thought. Other company, product, and service names used in connection with the Services may be trademarks or service marks owed by third parties (“Third Party Trademarks” and, collectively with 4Thought Trademarks, the “Trademarks”). Neither the license we grant you nor your use of the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without our prior written consent or, with regard to Third Party Trademarks, with the prior written consent of the trademark’s owner. The Trademarks may not be used to disparage 4Thought, Kee, any third party, or 4Thought’s or any third party’s products or services, or in any manner to damage the goodwill in the Trademarks. Use of any Trademarks as part of a hyperlink to or from any website is prohibited unless 4Thought approves the establishment of such a hyperlink by prior written consent. All goodwill generated from any use of any 4Thought Trademark will inure to 4Thought’s benefit.
11.3 Patents and Copying. One or more patents pending apply to the Services. Content included in Kee may also be copyrighted. Please note that if you copy portions of the Services you may be violating these patent rights and copyrights.
12. Export Controls and Restricted Countries
4Thought complies with certain export controls and economic sanctions laws. All Users, regardless of your location should familiarize yourself with these restrictions. In accepting these Terms you represent and warrant that: (1) you are not located in, and you are not a national or resident of, any country to which the United States, United Kingdom, European Union, Australia or Canada has embargoed goods or services of the same type as the Services, including without limitation, Cuba, Iran, North Korea, Syria or the Crimea region of Ukraine; and (2) you are not a person or entity, or owned by, under the control of, or affiliated with, a person or entity (i) that appears on the U.S. Office of Foreign Assets Control's Specially Designated Nationals List, Foreign Sanctions Evaders List, the Palestinian Legislative Council List, or the U.S. Department of State's Terrorist Exclusion List; (ii) that is subject to sanctions in any other country; or (iii) that is engaged in the unlawful design, development, or production of nuclear, biological or chemical weapons, missiles, or unmanned aerial vehicles.
13. Your Content and Content License
13.1 License. You hereby grant 4Thought a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to access, use, reproduce, transmit, adapt, modify, perform, display, distribute, translate, publish, and create derivative works based on your User Content, in whole or in part, in any media, for the purpose of operating the Services (including 4Thought's promotional and marketing services, which may include without limitation, promotion of your event on a third party website), and you hereby waive any and all moral right to require the use of the name you submit with your User Content in association with the User Content.
13.2 Your Representations About Your User Content. You represent and warrant that you have all the rights, power, and authority necessary to grant the foregoing license, and that all of your User Content (1) does not infringe, violate, misappropriate, or otherwise conflict with the rights of any third party; (2) complies with all applicable local, state, provincial, national and other laws, rules, and regulations; and (3) does not violate these Terms.
13.3 Additional Rules About Your User Content. 4Thought reserves the right to remove your User Content from the Services at our sole discretion for any reason. We likewise may preserve your User Content and account information and may also disclose your User Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (1) comply with legal process; (2) respond to claims that any of your User Content violates the rights of third parties; (3) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and (4) protect the rights, property, or personal safety of 4Thought, its users, or the public, including fraud prevention. You understand that the technical processing and transmission of the Services, including your User Content, may involve transmissions over various networks or changes to conform and adapt to technical requirements of connecting networks or devices.
Any feedback, comments, ideas, or suggestions for improvements (“Feedback”) you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.
15. Third Party Websites; Linked Accounts
The Services may provide, or Users may provide, links to other Internet websites or resources. 4Thought has no control over such websites and resources, and you acknowledge and agree that 4Thought is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with 4Thought’s partners or third party service providers.
Notices to you may be sent via email or regular mail to the address in 4Thought's records. The Services may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to you generally on the Services. If you wish to contact 4Thought or deliver any notice, you can do so at 4Thought Studios, Inc., Attn: Legal Department, 4444 Second Ave., Detroit, MI 48201.
17. Modifications to the Terms or Services
4Thought reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (1) posting the changes through the Services; (2) adding or updating an "Updated" date at the top of this page; or (3) sending you an email or message about the Modifications. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, 4Thought may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of 4Thought. 4Thought is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. 4Thought reserves the right modify, replace, or discontinue any part of the Services or the entire Service.
18. Miscellaneous Provisions
18.1 Waiver. Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment, or modification of these Terms will be effective.
18.2 Severability. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary to allow the other provisions of these Terms to remain in full force and effect.
18.3 Section Titles. Section titles in these Terms are for convenience and have no legal or contractual effect.
18.4 Relationship. No independent contractor, agency, partnership, joint venture, or other such relationship is created by these Terms.
18.5 Assignment. We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate, or to another entity in connection with a corporate transaction or otherwise. We may freely assign any of our rights and obligations under these Terms.
18.6 Language. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.
18.7 Carrier Charges. You understand that Kee uses mobile data. You understand that your carrier’s data rates may apply to your use of Kee.
18.8 Entire agreement. Except as otherwise set forth herein, these Terms constitute the entire agreement between you and 4Thought and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and 4Thought on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of 4Thought relating to a specified event or events.
18.9 Applicable Law and Jurisdiction. This agreement shall be governed by the laws of the State of Michigan. If the provisions of Section 9 are found not to apply or if those provisions are ruled unenforceable, then the state courts of Michigan and the federal courts located in Michigan shall have jurisdiction.